UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
FORM 10-QSB(Mark One) |
| |
[X] | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES |
| EXCHANGE ACT OF 1934 |
| |
| For the quarterly period ended September 30, 2003 |
| |
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
| |
| For the transition period from to |
000-49600 |
(Commission file number) |
|
Signature Leisure, Inc. |
(Exact name of small business issuer as specified in its charter) |
Colorado |
(State or other jurisdiction |
of incorporation or organization) |
50-0012982 |
(IRS Employer |
Identification No.) |
1111 N. Orlando Avenue |
Winter Park, Florida 32789 |
(Address of principal executive offices) |
|
(407) 970-8460 |
(Issuer's telephone number) |
|
Valde Connections, Inc. |
1180 Spring Centre South Blvd., Suite 310 |
Altamonte Springs, Florida 32714 |
(Former name, former address and former fiscal year, if changed since last report) |
[X]
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
The number of shares outstanding of each of the issuer's classes of common equity as of
September 30, 2003 - | 37,465,190 | shares of common stock |
| 0 | shares of preferred stock |
The common stock of Signature Leisure, Inc. is traded on the NASDAQ Bulletin Board under the symbol "SGLI".
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
| Signature Leisure, Inc. | |
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| Index | |
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PART I. | FINANCIAL INFORMATION | |
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Item 1. | Financial Statements | 3 |
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Item 2. | Management's Discussion and Analysis of Financial Condition | |
| and Plan of Operations | 11 |
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Item 3. | Controls and Procedures | 13 |
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Part II. | OTHER INFORMATION | |
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Item 1. | Legal Proceedings | 14 |
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Item 2. | Change in Securities and Use of Proceeds | 14 |
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Item 3. | Defaults Upon Senior Securities | 14 |
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Item 4. | Submission of Matters to a Vote of Security Holders | 14 |
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Item 5. | Other Information | 14 |
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Item 6. | Exhibits and Reports on Form 8-K | 15 |
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SIGNATURES | 16 |
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CERTIFICATION | 17 |
SIGNATURELEISURE, INC. | |
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PART I. FINANCIAL INFORMATION | |
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ITEM 1. Financial Statements | |
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| Page |
| Number |
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Condensed Balance Sheet as of September 30, 2003 (unaudited) | 4 |
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Condensed Statements of Operations, for the three months | |
and nine months ended September 30, 2003 and 2002 (unaudited) | 5 |
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Condensed Statements of Cash Flows, for the nine months | |
ended September 30, 2003 and 2002 (unaudited) | 6 |
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Notes to Condensed Financial Statements (unaudited) | 7 |
Page 3
SIGNATURE LEISURE, INC. |
(Formerly Valde Connections, Inc.) |
CONDENSED BALANCE SHEET |
(Unaudited) |
September 30, 2003 |
| Assets | | |
| | | |
Current assets: | | | |
Cash | | $ 193,072 |
Total current assets | | | 193,072 |
Deposit | | 5,500 |
| | $ 198,572 |
| | | |
| Liabilities and Shareholders' Equity | | |
| | | |
Current Liabilities | | | |
Accounts payable and accrued liabilities | $ | 1,800 |
Accrued salaries (Note C) | | 62,500 |
Total current liabilities | | 64,300 |
| | | |
Shareholders' equity (Note E) | | | |
Preferred stock | | | - |
Common Stock | | | 3,747 |
Additional paid-in capital | | | 1,216,608 |
Retained loss | | (1,086,083) |
Total shareholders' equity | | 134,272 |
| | | |
Total liabilities and shareholders' equity | $ 198,572 |
See accompanying notes to condensed financial statements.4
SIGNATURE LEISURE, INC. |
(Formerly Valde Connections, Inc.) |
CONDENSED STATEMENTS OF OPERATIONS |
(Unaudited) |
| Three Months Ended | Nine Months Ended |
| September 30, | September 30, |
| 2003 | 2002 | 2003 | 2002 |
| | | | |
Revenues | $ - | $ 31,776 | $ - | $ 81,917 |
Operating expenses: | | | | |
Cost of revenues | - | 9,305 | - | 25,204 |
Selling | - | 9,024 | - | 33,715 |
Stock-based compensation: | | | | |
Business plan services (Note B) | - | - | 10,800 | - |
Legal services (Note E) | - | - | 90,000 | - |
Health and fitness consulting (Note E) | 1,575 | - | 16,138 | - |
Public relations services (Note E) | 30,000 | - | 238,692 | - |
Other business consulting (Note E) | 262,440 | - | 370,240 | - |
Contributed rent and services (Note C) | 8,055 | - | 147,915 | - |
General and administrative | 72,640 | 16,414 | 88,228 | 77,597 |
Operating expenses | 374,710 | 34,743 | 962,013 | 136,516 |
Operating loss | (374,710) | (2,967) | (962,013) | (54,599) |
| | | | |
Other income (expense): | | | | |
Interest expense | - | - | - | (320) |
Interest income | - | 43 | - | 309 |
Other income | - | - | - | 124 |
Loss before income taxes | (374,710) | (2,924) | (962,013) | (54,486) |
| | | | |
Provision for income taxes (Note D) | - | - | - | - |
Net loss | $ (374,710) | $ (2,924) | $ (962,013) | $ (54,486) |
| | | | |
Weighted average loss per share: | | | | |
Basic and diluted | $ (0.01) | $ (0.00) | $ (0.03) | $ (0.00) |
Weighted average number of shares | | | | |
of common stock outstanding | 37,440,190 | * 136,710,000 | 33,797,789 | * 136,710,000 |
| | | | |
| | | | |
*Restated for 20 to 1 common stock dividend (see Note E) | |
See accompanying notes to condensed financial statements.5
SIGNATURE LEISURE, INC. |
(Formerly Valde Connections, Inc.) |
CONDENSED STATEMENTS OF CASH FLOWS |
(Unaudited) |
| For the Nine Months Ended |
| September 30, 2003 | September 30, 2002 |
| | |
Cash Flows from Operating Activities: | | |
Net cash used in operating activities | $ (48,731) | $ (54,404) |
| | |
Cash Flows from Investing Activities: | | |
Capital expenditures | - | (1,024) |
| | |
Net cash used in investing activities | - | (1,024) |
| | |
Cash Flows from Financing Activities: | | |
Proceeds from sale of common stock (Note E) | 250,000 | - |
Payments for offering costs (Note E) | (22,500) | |
Proceeds from officer advances (Note C) | 13,369 | - |
Repayment of officer advances (Note C) | (13,369) | - |
Net cash provided by financing activities | 227,500 | - |
| | |
Net change in cash | 178,769 | (55,428) |
Cash at beginning of period | 14,303 | 78,840 |
Cash at end of period | $ 193,072 | $ 23,412 |
| | |
Supplemental disclosure of cash flow information: | | |
Cash paid during the period for: | | |
Interest | $ - | $ 320 |
Income Taxes | $ - | $ - |
See accompanying notes to condensed financial statements.6
SIGNATURE LEISURE, INC. |
(Formerly Valde Connections, Inc.) |
NOTES TO CONDENSED FINANCIAL STATEMENTS |
(Unaudited) |
Note A: Basis of presentation
The interim financial statements presented herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The interim financial statements should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2002, notes and accounting policies thereto included in the Company’s Annual Report on Form 10-KSB as filed with the SEC.
In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim period presented have been made. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year.
Interim financial data presented herein are unaudited.
Note B: Nature of Business
Through January 20, 2003, JDLPhotos.com, Inc. (referred to as the “Company”) was a retailer of matted and framed photographs located in Longmont, Colorado. Photographs were sold at art shows and via the Internet. On January 20, 2003, the Company transferred its business back to its majority shareholder and underwent a change in control.
Change in Control
On January 20, 2003, the Company transferred its photography business and substantially all of its assets back to its president (and majority shareholder) in exchange for the cancellation of all of the common stock of the Company held by the president. In addition, 50,000 shares of common stock previously issued to the Company’s attorney for services were cancelled. This transaction has left the Company as a public shell corporation.
Also, on January 20, 2003, the Company issued 1,080,000 shares of its common stock to new management in exchange for establishing a new business plan for the Company. On the transaction date, the Company’s common stock had no reliable market value. The value of the transaction could not be objectively measured as the services were rendered by related parties. The shares were valued by the Board of Directors at $.01 per share based on the estimated fair value of the services. Stock-based compensation expense of $10,800 was recognized in the accompanying financial statements for the nine months ended September 30, 2003.
Name Changes
Effective February 10, 2003, the Company changed its name from JDLPhotos.com, Inc. to Valde Connections, Inc.
During August 2003, the Company changed its name from Valde Connections, Inc. to Signature Leisure, Inc.
7
SIGNATURE LEISURE, INC. |
(Formerly Valde Connections, Inc.) |
NOTES TO CONDENSED FINANCIAL STATEMENTS |
(Unaudited) |
Note C: Related Party
Officers contributed office space to the Company for the nine months ended September 30, 2003. The office space was valued at $2,685 per month based on the market rate in the local area and is included in the accompanying unaudited condensed financial statements as contributed rent expense with a corresponding credit to additional paid-in capital.
Officers contributed time and effort to the Company valued at $123,750 for the nine months ended June 30, 2003. The time and effort was valued by the officers at $125 per hour based on the level of services performed and is included in the accompanying unaudited condensed financial statements as contributed services with a corresponding credit to additional paid-in capital.
Commencing July 1, 2003, the Company began accruing salary for its president based on an employment agreement executed during the three months ended September 30, 2003 (see Note G). As of September 30, 2003, accrued salaries totaled $62,500.
An officer of the Company paid expenses on behalf of the Company totaling $13,369 during the nine months ended September 30, 2003. The Company repaid all of the advances prior to September 30, 2003.
Note D: Income Tax
The Company records its income taxes in accordance with Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes”. The Company incurred net operating losses during the nine months ended September 30, 2003 resulting in a deferred tax asset, which was fully allowed for; therefore, the net benefit and expense resulted in $-0- income taxes.
8
SIGNATURE LEISURE, INC. |
(Formerly Valde Connections, Inc.) |
NOTES TO CONDENSED FINANCIAL STATEMENTS |
(Unaudited) |
Note E: Shareholders’ Deficit
Following is a schedule of changes in shareholders’ deficit for the nine months ended September 30, 2003:
| | | | Additional | | |
| | Common stock | Paid-In | Retained | |
| | Shares | Amount | Capital | Loss | Total |
Balance, January 1, 2003 | . | 6,510,000 | $ 651 | $ 138,028 | $ (124,070) | $ 14,609 |
Cancellation of common stock held | | | | | | |
by former president and attorney | | | | | | |
(see Note B) | | (6,050,000) | (605) | (19,004) | - | (19,609) |
Common stock issued to officers in | | | | | | |
exchange for business planning | | | | | | |
services ($.01 per share) | | | | | | |
(see Note B) | | 1,080,000 | 108 | 10,692 | - | 10,800 |
Common stock dividend | . | 30,800,000 | 3,080 | (3,080) | - | - |
Common stock sold, less $127,500 | | | | | | |
of offering costs | . | 1,472,320 | 147 | 122,353 | - | 122,500 |
Common stock issued in exchange for | | | | | | |
offering costs | | 500,000 | 50 | 104,950 | - | 105,000 |
Common stock issued to unrelated | | | | | | |
third parties in exchange for | | | | | | |
consulting services | | 3,152,870 | 316 | 714,754 | - | 715,070 |
Office space and services contributed | | | | | | |
by an officer (see Note C) | . | - | - | 147,915 | - | 147,915 |
Net loss for the nine months ended | | | | | | |
eptember 30, 2003 | . | - | - | - | (962,013) | (962,013) |
Balance, September 30, 2003 | 37,465,190 | $ 3,747 | $ 1,216,608 | $ (1,086,083) | $ 134,272 |
On January 27, 2003, the Company executed a twenty-for-one stock dividend for shareholders of record on January 24, 2003. As a result of the stock dividend, the number of common shares issued and outstanding increased from 1,540,000 to 32,340,000.
During the nine months ended September 30, 2003, the Company issued 375,000 shares of its common stock to attorneys in exchange for legal services. The shares issued were valued based on the market value of the Company’s common stock on the transaction dates, ranging from $.21 to $.26 per share. Stock-based compensation expense of $90,000 was recognized in the accompanying condensed financial statements for the nine months ended September 30, 2003.
During the nine months ended September 30, 2003, the Company issued 500,000 shares of its common stock in exchange for stock offering costs. The shares issued were valued based on the market value of the Company’s common stock on the transaction dates, or approximately $.21 per share. Offering costs of $105,000 were recognized as an offset to common stock sale proceeds in the accompanying condensed financial statements for the nine months ended September 30, 2003.
During the nine months ended September 30, 2003, the Company issued 65,000 shares of its common stock to consultants in exchange for health and fitness consulting services. The shares issued were valued based on the market value of the Company’s common stock on the transaction dates, ranging from $.21 to $.26 per share. Stock-based compensation expense of $16,138 was recognized in the accompanying condensed financial statements for the nine months ended September 30, 2003.
9
SIGNATURE LEISURE, INC. |
(Formerly Valde Connections, Inc.) |
NOTES TO CONDENSED FINANCIAL STATEMENTS |
(Unaudited) |
During the nine months ended September 30, 2003, the Company issued 994,870 shares of its common stock to consultants in exchange for public relations services. The shares issued were valued based on the market value of the Company’s common stock on the transaction dates, ranging from $.17 to $.26 per share. Stock-based compensation expense of $238,692 was recognized in the accompanying condensed financial statements for the nine months ended September 30, 2003.
During the nine months ended September 30, 2003, the Company issued 1,718,000 shares of its common stock to consultants in exchange for business consulting services. The shares issued were valued based on the market value of the Company’s common stock on the transaction dates, ranging from $.09 to $.26 per share. Stock-based compensation expense of $370,240 was recognized in the accompanying condensed financial statements for the nine months ended September 30, 2003.
Note F: Letters of Intent
On March 3, 2003, the Company signed a Letter of Intent with a limited liability company (“LLC”) to build and operate a hair salon and day spa. Under the terms of the Letter of Intent, the Company and the LLC would share the costs of building the facility and in the subsequent revenues. During the three months ended September 30, 2003, further due diligence and negotiations continued with the LLC. Final closing details could not be agreed upon between the LLC and the Company. The Company has subsequently suspended negotiations.
On April 7, 2003, the Company signed a Letter of Intent with a combination salon and day spa, whereby the Company would acquire all of the outstanding common shares of the salon in exchange for common stock of the Company, which is intended to qualify as tax-free exchange. During the three months ended September 30, 2003, further due diligence efforts were undertaken and the Company has elected to no longer pursue the salon and day spa as an acquisition candidate. No further negotiations are anticipated.
Note G: Commitments and Contingencies
On September 3, 2003, the Company executed an Employment Agreement (the “Agreement”) with its president. Under the terms of the Agreement, the president is to receive a salary of $250,000 per year and an automobile allowance of $700 per month. In addition, the president has the opportunity to earn the following bonuses:
a)
A bonus of $750,000 upon the successful completion of (1) raising a minimum of $200,000 for the Company, and (2) the opening or acquisition of the Company’s first business unit.
b)
A bonus of $150,000 for each additional merger and/or acquisition and/or business unit start-up brought to the Company.
9
SIGNATURE LEISURE, INC. |
(Formerly Valde Connections, Inc.) |
NOTES TO CONDENSED FINANCIAL STATEMENTS |
(Unaudited) |
Note H: Subsequent Events
Leases
On October 14, 2003, the Company executed a non-cancelable operating lease for a building located in Winter Park, Florida. The lease commences on December 1, 2003 and expires November 30, 2004. Future minimum rental payments are as follows:
December 31, | |
2003 | $ 5,857 |
2004 | 64,433 |
| $ 70,290 |
During October 2003, the Company negotiated (but has not signed) an operating lease for space within a gym facility being built in the Orlando, Florida area. The Company intends to build out a new spa facility within the gym facility. The Company requires more funding prior to signing the lease agreement in order to fund the set-up and operation of the facility.
Consulting Agreement
On September 26, 2003, the Company signed an agreement to hire a consultant that would provide business combinations and merger and acquisition services to the Company. During October 2003, after signing the agreement and paying a $50,000 retainer, the Company determined that the consultant was not acting in the best interests of the Company and not performing its duties as required under the agreement. On October 28, 2003, the Company terminated the consultant’s agreement. The Company is considering legal action in order to reclaim the $50,000 retainer.
10
SIGNATURE LEISURE, INC. |
(Formerly Valde Connections, Inc.) |
Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operations
This statement may include projections of future results and “forward looking statements” as that term is defined in Section 27A of the Securities Act of 1933 as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). All statements that are included in this Quarterly Report, other than statements of historical fact, are forward looking statements. Although management believes that the expectations reflected in these forward looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.
Financial Summary
Results of Operations for the Three-Months and Nine-Months Ended September 30, 2003
The net loss from operations of $374,710 for the three-months ended September 30, 2003 was primarily comprised of business consulting compensation of $262,440; general and administrative expenses of $72,640; and, public relations services of $30,000.
The net loss from operations of $962,013 for the nine-months ended September 30, 2003 includes the following expenses; business consulting compensation of $370,240; public relations services of $238,692; contributed rent and services of $147,915; legal services of $90,000; general and administrative expenses of $88,228; health and fitness consulting of $16,138; and, business plan services of $10,800.
Results of Operations for the Three-Months and Nine-Months Ended September 30, 2002
The majority of the net loss from operations of $2,924 for the three-months ended September 30, 2002 and $54,486 for the nine-months ended September 30, 2002 was comprised of general and administrative expenses. Revenues for the three-month period ended September 30, 2002 were $31,776; cost of revenues was $9,305 and selling expenses were $9,024. Revenues for the nine-month period ended September 30, 2002 were $81,917; cost of revenues were $25,204 and selling expenses were $33,715.
Liquidity and Capital Resources
For the Nine-Months ended September 30, 2003.
During the nine-month period ended September 30, 2003, the Company’s cash position increased by $178,769. Primary factor to realizing this increase was the Company's proceeds from the sale of common stock.
For the Nine-Months ended September 30, 2002.
During the nine-month period ended September 30, 2002, the Company’s cash position decreased by $55,428. The Company used $54,404 in its operations.
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SIGNATURE LEISURE, INC. |
(Formerly Valde Connections, Inc.) |
Management Plan of Operations
Signature Leisure, Inc. (formerly Valde Connections, Inc.), since inception, has had insufficient revenues to support operations. On January 20, 2003, the Board of Directors determined to alter the business direction from retail sales of matted and framed photographs to providing services, sales and marketing in the hair salon, spa and modeling industries.
The Company is pursuing a business strategy of identifying profitable clinical day spa and salons for potential acquisitions as a means of increasing the growth rate of revenues in addition to potential future Company expansion through means of building locations from the ground up. The Company is seeking partners, such as hotels that are located in resort destinations, as well as other potential high profile business partnerships.
On March 3, 2003, the Company signed a Letter of Intent with Main Street Inn Development Company, LLC to build and operate a hair salon and day spa within the Main Street Inn, located in Hilton Head South Carolina. Under the terms of the Letter of Intent, the Company and the LLC would share the costs of building the facility and in the subsequent revenues. During the three months ended September 30, 2003, further due diligence and negotiations continued with the LLC. Final closing details could not be agreed upon between the LLC and the Company. No further negotiations are anticipated.
On April 7, 2003, the Company signed a Letter of Intent with a combination salon and day spa, whereby the Company would acquire all of the outstanding common shares of the salon in exchange for common stock of the Company. The Clinical Day Spa is in located near the Orlando area of Central Florida and comprises a 5,000 sq ft facility that is presently in operation. During the three months ended September 30, 2003, further due diligence efforts were undertaken and the Company has elected to no longer pursue the salon and day spa as an acquisition candidate. No further negotiations are anticipated.
On May 12, 2003, Signature Leisure, Inc. (formerly Valde Connections, Inc.), entered into a securities purchase agreement for the sale of $500,000 of our common stock. The initial purchase was for $250,000 at a per share price of $.1358 resulting in the issuance of 1,472,320 common $.0001 par value shares to a single foreign purchaser. The agreement provides a commitment to purchase an additional $250,000 of common shares upon an effective registration statement covering the shares sold. The company has filed a registration statement with the Securities and Exchange Commission, which is currently under review. During October 2003, the Company negotiated (but has not signed) an operating lease for space within a gym facility being built in the Orlando, Florida area. The Company intends to build out a new spa facility within the gym facility. The Company requires an additional $200,000 in funding prior to signing the lease agreement in order to fund the set-up and operation of this facility. Current funds wo uld not be enough to fund this facility with sufficient cash reserves to develop the needed revenue to maintain operations. The company has the majority of the proceeds from the recent offering to apply to any business operations that can provide revenue to the company. Due to the difficulty the company has had trying to complete the previously discussed agreements for spa operations; management is also considering other opportunities to establish revenue for the company.
Commencing September 3, 2003, the Company began accruing salary for its president based on an employment agreement. The term is for three years with a salary rate of $250,000 per year. Additional bonus provisions apply based on performance.
On October 14, 2003, the Company executed a non-cancelable operating lease for a building located in Winter Park, Florida. The lease commences on December 1, 2003 and expires November 30, 2004. The monthly lease payment is $5,857 each month. The facility is approximately 6000 square feet and contains office facilities, warehouse and a parking lot.
12
SIGNATURE LEISURE, INC. |
(Formerly Valde Connections, Inc.) |
Item 3. Controls and Procedures
Signature Leisure, Inc. management, including the Principal Executive Officer and Principal Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14(c) and 15d-14(c). This evaluation was conducted within 90 days prior to the filing of this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this annual report has been made known to them in a timely fashion. There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date the Principal Executive Officer and Principal Financial Officer completed their evaluation.
13
SIGNATURE LEISURE, INC. |
(Formerly Valde Connections, Inc.) |
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
Consulting Agreement
On September 26, 2003, the Company signed an agreement to hire a consultant that would provide business combinations and merger and acquisition services to the Company. During October 2003, after signing the agreement and paying a $50,000 retainer, the Company determined that the consultant was not acting in the best interests of the Company and not performing its duties as required under the agreement. On October 28, 2003, the Company terminated the consultant’s agreement. The Company is considering legal action in order to reclaim the $50,000 retainer. No actions have been filed by any party at this time.
Item 2. Change in Securities and Use of Proceeds
The following Equity Securities issued or sold during the period covered by this report were not registered under the Securities Act: On July 7, 2003, the Board of Directors approved the issuance of 500,000 shares of Signature Leisure, Inc. (formerly Valde Connections, Inc.), $.0001 par value restricted common stock to an individual consultant, in exchange for business consulting services. The shares issued were valued based on the market value of the Company’s common stock on the transaction date, $.21 per share. All shares were issued as exempted transactions under Section 4(2) of the Securities Act of 1933 and are subject to Rule 144 of the Securities Act of 1933.
On July 07, 2003, the Board of Directors approved the issuance of 500,000 shares of Signature Leisure, Inc. (formerly Valde Connections, Inc.), $.001 par value restricted common stock to a public relations firm, in exchange for public relations services. All shares were issued as exempted transactions under Section 4(2) of the Securities Act of 1933 and are subject to Rule 144 of the Securities Act of 1933.
The company continues to use some proceeds from its recent offering for operations and has a substantial portion of those proceeds available to devote to the development of revenue producing operations. The company is considering opportunities outside the day spa and salon industry.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
Name Change
During August 2003, the Company changed its name from Valde Connections, Inc. to Signature Leisure, Inc.
14
SIGNATURE LEISURE, INC. |
(Formerly Valde Connections, Inc.) |
Item 6. Exhibits and Reports on Form 8-K
Reports on Form 8-K
None during the reporting period ended September 30, 2003.
Exhibits
Signature Leisure includes herewith the following exhibits.
10.1 | Employment agreement - by and between Signature Leisure, Inc. |
| and Steve Carnes, as of September 3, 2003. |
10.2 | Commercial Lease - by and between Signature Leisure, Inc. |
| and Benjamin Partners, Ltd, executed October 14, 2003. |
99.1 | Certification of Principal Accounting Officer pursuant to |
| 18 U.S.C. Section 1350, as adopted pursuant to Section 906 |
| of the Sarbanes-Oxley Act of 2002. |
15
SIGNATURE LEISURE, INC. |
(Formerly Valde Connections, Inc.) |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Signature Leisure, Inc. |
By: /s/ Stephen W. Carnes, President |
Stephen W. Carnes, President, |
Chief Executive Officer and Chief Accounting Officer |
Date: November 12, 2003
16
SIGNATURE LEISURE, INC. |
(Formerly Valde Connections, Inc.) |
CERTIFICATION
I, Stephen W. Carnes, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Signature Leisure, Inc.; |
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or |
omit to state a material fact necessary to make the statements made, in light of the circumstances under |
which such statements were made, not misleading with respect to the period covered by this quarterly |
report; |
3. Based on my knowledge, the financial statements, and other financial information included in this |
quarterly report, fairly present in all material respects the financial condition, results of operations and |
cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure |
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and |
have: |
a) designed such disclosure controls and procedures to ensure that material information relating to the |
registrant, including its consolidated subsidiaries, is made known to us by others within those entities, |
particularly during the period in which this quarterly report is being prepared; |
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 |
days prior to the filing date of this quarterly report (the "Evaluation Date"); and |
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and |
procedures based on our evaluation as of the Evaluation Date; |
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the |
registrant's auditors and the audit committee of registrant's board of directors (or persons performing the |
equivalent functions): |
a) all significant deficiencies in the design or operation of internal controls which could adversely affect |
the registrant's ability to record, process, summarize and report financial data and have identified for |
the registrant's auditors any material weaknesses in internal controls; and |
b) any fraud, whether or not material, that involves management or other employees who have a |
significant role in the registrant's internal controls; and |
6. The registrant's other certifying officer and I have indicated in this quarterly report whether there were |
significant changes in internal controls or in other factors that could significantly affect internal controls |
subsequent to the date of our most recent evaluation, including any corrective actions with regard to |
significant deficiencies and material weaknesses. |
Date: November 12, 2003 |
|
/s/ Stephen W. Carnes. |
- ----------------------------- |
Stephen W. Carnes |
Principal Executive Officer and Principal Accounting Officer |
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